Constitution

The name of the organisation is the Dtribe Foundation ("the Organisation").

The objects of the Organisation are to carry out activities for the public benefit, in particular but not exclusively by:

a) the prevention or relief of poverty, including through the provision of food, resources, and sustainable support to individuals and communities in need;

b) the advancement of education and training, including the development of vocational, practical, and life skills that enable people to build sustainable livelihoods;

c) the promotion of safety and the relief of those in need by reason of youth, age, ill-health, disability, or financial hardship, including support for those undertaking dangerous journeys in search of a better life; and

d) such other charitable purposes for the public benefit as the Trustees shall from time to time determine.

Nothing in this Constitution shall authorise any activity that is not charitable according to the law of England and Wales.

In furtherance of the objects, but not otherwise, the Organisation may exercise the following powers:

a) raise funds and invite and receive contributions, provided that in raising funds the Organisation does not engage in any substantial permanent trading activity;

b) buy, take on lease or in exchange, hire, or otherwise acquire any property and maintain and equip it for use;

c) sell, let, or otherwise dispose of property of the Organisation, subject to the restrictions in this Constitution;

d) employ or engage staff and volunteers on such terms as the Trustees consider appropriate, and engage the services of advisers and consultants;

e) co-operate with other charities, voluntary bodies, and statutory authorities, and exchange information and advice with them;

f) establish, support, or acquire (whether outright or in trust) and administer subsidiary or associated organisations to carry out any of the objects;

g) do all such other lawful things as are necessary for the achievement of the objects.

Membership of the Organisation is open to individuals who support its objects and who apply to the Trustees in the form the Trustees determine.

The Trustees may refuse an application for membership if, in their reasonable opinion, admitting the applicant would be contrary to the interests or objects of the Organisation.

Membership is not transferable and ceases on death or on the member's resignation in writing to the Trustees, or on removal under the following clause.

The Trustees may, by a two-thirds majority, terminate the membership of any member if, in their reasonable opinion, the member's conduct is detrimental to the Organisation, provided the member has been given the opportunity to make representations to the Trustees before the decision is made.

The management of the Organisation shall be vested in a committee ("the Trustees") consisting of a Chair, a Secretary, a Treasurer, and not fewer than two and not more than nine other members elected by the members at the Annual General Meeting.

The Trustees shall hold office for a term of one year and shall be eligible for re-election.

A Trustee shall cease to hold office if they: (a) are disqualified from acting as a charity trustee under the law of England and Wales; (b) become incapable by reason of mental disorder, illness, or injury of managing their affairs; (c) resign in writing to the Trustees; or (d) are absent without the consent of the Trustees from all meetings held within a period of six months and the Trustees resolve to remove them.

No Trustee shall receive any remuneration or other benefit from the Organisation, save for the reimbursement of reasonable out-of-pocket expenses actually incurred in the performance of their duties, and no Trustee shall acquire an interest in property of the Organisation except as permitted by law.

The Trustees shall hold at least two meetings in each year.

A quorum at a meeting of the Trustees shall be one third of the total number of Trustees, or three Trustees, whichever is the greater.

Every matter shall be determined by a majority of the votes cast, and in the case of equality of votes the Chair shall have a second or casting vote.

The Secretary, or in their absence a Trustee nominated by the Trustees, shall take and circulate minutes of each meeting.

The Organisation shall hold an Annual General Meeting in each year, at which the members shall receive the annual report and accounts, elect the Trustees, and transact any other business.

A Special General Meeting may be called at any time by the Trustees, and shall be called within 21 days of a written request signed by not fewer than one quarter of the members stating the business to be transacted.

At least 14 clear days' notice in writing of any general meeting, specifying the business to be transacted, shall be given to all members.

A quorum at a general meeting shall be one quarter of the total membership, or five members, whichever is the greater.

The funds of the Organisation, including all donations, subscriptions, and grants, shall be applied solely towards the objects.

The Treasurer shall keep proper accounts of the finances of the Organisation, which shall be made available to any member on request.

A bank account shall be maintained in the name of the Organisation with such bank or building society as the Trustees shall determine. Cheques and other instructions for the transfer of funds shall be signed or authorised by not fewer than two Trustees, one of whom shall be the Treasurer or the Chair.

No property of the Organisation may be sold, leased, or otherwise disposed of, or mortgaged, except by an order of the Trustees, and only if the disposal is in furtherance of the objects.

This Constitution may be amended by a resolution passed by a two-thirds majority of those present and voting at a general meeting, provided that no amendment shall be made that would cause the Organisation to cease to be a charity at law, and provided that no amendment shall be made to the objects clause, the dissolution clause, or this clause without the prior written consent of the Charity Commission for England and Wales.

If the Trustees resolve that the Organisation should be dissolved, a general meeting shall be called to confirm the resolution by a two-thirds majority of those present and voting.

If the resolution is confirmed, the Trustees shall collect the assets of the Organisation and discharge its liabilities. Any property remaining after the satisfaction of all debts and liabilities shall not be paid to or distributed among the members, but shall be given or transferred to some other charity or charities having objects similar to the objects of the Organisation, to be chosen by the members at or before the time of dissolution, and if and so far as effect cannot be given to that provision, then to some other charitable purpose.

Any notice required to be given to a member may be given in writing to the address recorded for that member, or by electronic means to an email address the member has provided.

This Constitution shall be governed by and construed in accordance with the law of England and Wales.